Scrip Circular

RNS Number : 9240I

HSBC Holdings PLC

05 June 2014

The following regulated information, disseminated pursuant to DTR6.3.5, comprises the scrip dividend circular for the first interim dividend for 2014 which was sent to shareholders of HSBC Holdings plc on 5 June 2014. A copy of the scrip dividend circular is available at www.hsbc.com/dividends.

THISDOCUMENT IS IMPORTANT AND REQUIRESYOUR IMMEDIATE ATTENTION. If you are

in any doubtabout this documentor as to the actionyou should take, you should consulta stockbroker,

solicitor, accountant or other appropriate independent professional adviser.

If you sold or transferred all or some of your ordinary shares on or before 20 May 2014, but those shares
are included in the number shown in box 1 on your Form of Election, Entitlement Advice or Dividend
Notification email for the first interim dividend for 2014, you should, without delay, consult the stockbroker
or other agent through whom the sale or transfer was effected for advice on the action you should take.

Hong Kong Exchanges and Clearing Limitedand The Stock Exchange of Hong Kong Limitedtake no
responsibility for the contents of this document,make no representation as to its accuracy or completeness
and expresslydisclaim any liabilitywhatsoever for any loss howsoever arising from or in relianceupon the
whole or any part of the contentsof this document. The ordinary shares of HSBC Holdings plc trade under
stock code 5 on The Stock Exchange of Hong Kong Limited.

Dear Shareholder

5 June 2014

SCRIP DIVIDENDSCHEME AND PAYMENTOF DIVIDENDS IN UNITED STATES DOLLARS, STERLING OR HONG KONG DOLLARS

On 7 May 2014,your Directors declareda first interim dividendfor 2014 of US$0.10 per ordinary share,
payable on 10 July 2014. You may elect to receive:

1. a scrip dividend of new shares at a 'Market Value' of US$10.3980(£6.1996) per ordinaryshare;

2. a cash dividend in United States dollars, sterling,or Hong Kong dollars; or

3. a combination of cash and scrip dividend.

For illustration, using the exchangerates on 28 May 2014, the first interimdividend per ordinaryshare in sterling
and Hong Kong dollars would have been approximately £0.0596and HK$0.7753. The precise amounts
which will be payableper ordinary sharein either sterlingor Hong Kong dollars on 10 July 2014 will be
convertedfrom United States dollars using the exchangerates on 30 June 2014 as explained on page 3.

Please read this letter carefully.

In the absence of other instructions the dividend will be paid to you as described below. If you intend to
give alternative instructions on how you wish to receive this dividend they must be received by the
Company's Registrars by close of business on 26 June 2014. As an alternative to returning a printed
Form of Election to make an electionor writing to the Registrars to revoke a standinginstruction for new
shares, you may give instructions electronically through the Registrars' Investor Centre, at the appropriate
website address given on page 12. Instructions must be received by close of business on 26 June 2014.
Before using this facility you will need to register with the Registrars' Investor Centre and you should do
so without delay so that the formalities can be completed in time for you to give your instructions for this
dividend by close of business on 26 June 2014. The use of the Registrars' Investor Centre to give your
dividend instructions to the Registrars is referred to throughout this document as giving an Electronic
Instruction. If you provide an email address to receive electronic communications from HSBC we will send
notifications of your dividend entitlements by email. If you have not given a standinginstruction to receive
new shares you will, in addition to the email notification (the "Dividend Notification email"), be sent a
printed Form of Electionuntil such time as you register with the Registrars' Investor Centre and are able to
give your instructions electronically.

HSBC Holdings plc

8 Canada Square, London E14 5HQ, United Kingdom Web: www.hsbc.com

Registered in England: number 617987. Registered Office: 8 Canada Square, London E14 5HQ Incorporated in England with
limited liability

1. Scrip dividend

If you have already given standing instructions to receive new shares under the Scrip Dividend Scheme, you will have been sent an Entitlement Advice. You need take no further action if you wish to receive the number of new shares shown on the Entitlement Advice. If you donot wish to receive the maximum entitlement to new shares,a letter revokingyour standing instructions must be receivedby the appropriate Registrars, at the addressgiven on page 12, or an Electronic Instruction must be given, by close of businesson 26 June 2014. If you wish to receive new shares in respectof only part of this dividend, or if you wish to receive your cash dividend in any combination of United States dollars, sterlingand Hong Kong dollars, please ask the Registrars for a Form of Election in time to return it to them by close of business on 26 June 2014, or give an Electronic Instruction by that time.

If you have not previously given standing instructions to receive new shares under the Scrip Dividend Scheme and you wish to receivenew shares in lieu of the cash dividend, you should either complete and sign a printed Form of Electionand return it to the appropriate Registrars at the address given on page 12, or give an Electronic Instruction, by close of business on 26 June 2014. If you take no action, you will receive the dividendin cash in the currencyindicated on your Form of Electionor Dividend Notification email.

We will calculate your entitlement to new shares using a 'Market Value' of US$10.3980(£6.1996)
for each new share. An explanation of the calculation of 'Market Value' and the basis of allotment of
new shares is set out in paragraphs 2 and 3 of the Appendix to this letter. Since fractions of shares cannot be issued, if you have elected to receive new shares in relation to all or part of your holding of
ordinary shares, any residual dividend entitlement will be carried forward in United States
dollars and added to the next dividend.Residual dividend entitlements carried forward will not bear interest.

The scrip dividend alternative will enable shareholders to increase their holdings of shares without incurring dealing costs or stamp duty. To the extent that shareholders elect to receive new shares, the Company will benefitby retaining cash which would otherwise be payable by way of dividend. The Appendix to this letter sets out details of the Scrip Dividend Scheme and providesa general outline of the tax considerations in the United Kingdom and overseas.

Please read the next section regardingthe payment of dividends in cash, even if you wish to receive your dividend in the form of new shares.

2. Cash dividend

If your shareswere recorded on the Hong Kong OverseasBranch Register at close of business on 22 May 2014, you will automatically receive any dividends payable to youin cash in Hong Kong dollars, unless you have previously elected to receive payment in United States dollars or sterling.

If your shares were recordedon the Principal Register at close of business on 23 May 2014, you will automatically receive any dividends payableto you in cash in sterling, unless you have previously electedto receive paymentin United Statesdollars or Hong Kong dollars. However, if your address is in the United States you will automatically receive any dividends payable to you in cash in United States dollars, unless you have previously elected to receive payment in Hong Kong dollars or sterling.

If your shares were recordedon the Bermuda Overseas Branch Register at close of business on 23 May 2014, you will automatically receive any dividendspayable to you in cash in United States dollars, unless you have previously elected to receivepayment in Hong Kong dollars or sterling.

The currency in which any dividends payable to you in cash are to be paid is stated on your Formof Election, Entitlement Advice or DividendNotification email. If you wish to give standing instructions to receivesuch dividends in one of the otheravailable currencies (United States dollars, sterling or Hong Kong dollars), you should eithercomplete the One Currency Election on page 2 of a printedForm of Election or Entitlement Advice, or give an Electronic Instruction. Completion of the One Currency Electionon the reverse of a printed Form of Election or Entitlement Advice will not revokea standing instruction to receive the maximum entitlement to new shares under the Scrip Dividend Scheme.

3. Combination of cash and scrip dividend

If you wish to receive this dividend in a combination of the availablecurrencies or in a combination of cash and new shares, you must eithercomplete Section B on page 1 of the Form of Election or give an Electronic Instruction. If you have receivedan Entitlement Adviceand not a Form of Electionand you wish to receiveyour dividend in cash, in any combination of the available currencies, or in a combination of cash and new shares, you should either write to the appropriate Registrars at the address given on page 12 to revoke your standing instructions for scrip dividends and to requesta Form of Election in time to return it to them by closeof business on 26 June 2014, or give an Electronic Instruction by this time.

Dividends payablein sterling or Hong Kong dollars on 10 July 2014 will be converted from United States
dollars at the forward exchange rates quoted by HSBC Bank plc in London at or about 11.00 am
on 30 June 2014. The exchange rates will be announced to the London,Hong Kong, New York, Paris and
Bermuda stock exchanges.

Dividend warrants and, where applicable, new share certificates are expected to be mailed to shareholders entitled thereto at their risk on or about 10 July 2014.

Whether you elect to receive your dividends in cash or in new shares,it is recommended that you provide
payment instructions either throughthe Registrars' InvestorCentre or by completing and returning the Dividend PaymentInstruction on page 2 of a printedForm of Electionor Entitlement Advice, so that any dividends payableto you in cash can be sent to your bank account(s) as you require. It is not necessary for you to provide payment instructions if you have already given instructions for cash dividendsto be sent direct to your bank account and you do not wish to change those instructions.

Yours sincerely

Ben J S Mathews

Group Company Secretary

APPENDIX

SCRIP DIVIDEND SCHEME ('THE SCHEME')

1. Terms

The Scheme, authority for which shareholders renewed at the Annual General Meeting on 25 May 2012 for a
further five-yearperiod, will apply in respect of the first interim dividend for 2014.

Any person who had acquired ordinary shares registered on the Hong Kong Overseas Branch Register should
have lodged the share transfer with the Hong Kong Overseas Branch Registrar before 4.00 pm on 22 May
2014 in order to receive the dividend. Any person who had acquired ordinary shares registered on the Principal
Register in the United Kingdom or on the Bermuda Overseas Branch Register should have lodged the share
transfer with the Principal Registrar or the Bermuda Overseas Branch Registrar before 4.00 pm on 23 May
2014 in order to receive the dividend.

Holders of ordinary shares on the Hong Kong Overseas Branch Register as at the close of business in HongKong on 22 May 2014 or on the Principal Register as at the close of business in England on 23 May 2014 or on
the Bermuda Overseas Branch Register as at the close of business in Bermuda on 23 May 2014 (other than those
shareholders referred to in paragraph 6) will be able to elect to receive new shares in respect of all or part of their
holdings of shares as an alternative to receiving the first interim dividend for 2014 of US$0.10 per ordinary share
in cash.

The new ordinary shares will be issued subject to the Articles of Association of the Company and will rank
equally with the existing issued ordinary shares in all respects.

2. Market Value

The 'Market Value' is the average of the middle market quotations for the ordinaryshares on the London Stock Exchange, as derivedfrom the DailyOfficial List, for the five businessdays beginning on 21 May 2014. The
Market Value of £6.1996converted into United States dollars using the exchange rate quoted by HSBC
Bank plc in London at 11.00 am on 28 May 2014 is US$10.3980 for each new share.

3. Basis of allotment and examples

Your entitlement to new shares is based on:

(a) the Market Value (as defined in paragraph2 above) of US$10.3980per share;

(b) the cash dividend of US$0.10 per share; and

Overseas Branch Register and 23 May 2014 on the Principal Register or the Bermuda Overseas Branch

The formula used for calculating your entitlement is as follows:

Number of shares held at the record date x cash dividend per share + any residualdividend entitlement brought
forward = maximum dividendavailable for share election

Maximum dividend available = maximum number of new shares

Market Value (rounded down to the nearest whole number)

You may elect to receive new shares in respect of all or part of your holding of ordinary shares. No fraction of a
share will be issued.

If you elect to receive the maximum number of new shares in lieu of your dividend, a residualdividend entitlement
may arise, representing the difference between the total Market Value of the new shares and the maximum
dividend available on your shareholding. This residual dividend entitlement will be carried forward in United
States dollars (without interest) to the next dividend (see Example 1).

Example 1

If you have 1,000 ordinary shares and a residual dividend entitlement brought forward of US$4.00, your maximum entitlement will be calculatedas follows:

Your cash dividend (1,000 x US$0.10) US$ 100.00

Plus residual dividendentitlement brought forward US$ 4.00

Maximum dividend available US$ 104.00

Number of new shares = US$104.00 = 10.0019 = 10new shares US$10.3980

Total Market Value of 10 new shares = 10 x US$10.3980 US$ 103.98 Plus residual dividend entitlement to be carried forward (US$104.00 - US$103.98) US$ 0.02

US$ 104.00

If you elect to receive only part of your dividendas new shares, you will receive the balance in cash.Any residual dividendentitlement relating to that portion of your holding in respect of which you have elected to receivenew shares will be carriedforward in UnitedStates dollars (without interest) to the next dividend (see Example 2).

Example 2

If you have 1,000 ordinary shares and a residual dividend entitlement brought forward of US$4.00 your maximum entitlement will be 10 new shares, as shown in Example 1. Should you wish to electfor new shares on only 600 of your existing1,000 ordinary shares,you should insert the number 600 in the box in SectionB (i) of a printedForm of Election or, if giving an Electronic Instruction, in the relevant box in the Registrars' InvestorCentre. The electionfor new shares, the cash balance due to you, and the residual entitlement to be carried forward to your next dividend,
would be calculated as follows:

Your cash dividend (1,000 x US$0.10) US$ 100.00

Plus residualdividend entitlement brought forward US$ 4.00

Maximum dividendavailable US$ 104.00

600 existing shares on which you wish to receive new shares (600 x US$0.10)	US$	60.00
Plus residual dividend entitlement brought forward	US$	4.00
Total available to elect for new shares	US$	64.00

Number of new shares = US$64.00 = 6.1550 = 6 new shares

US$10.3980

Total Market Value of 6 new shares = 6 x US$10.3980 US$ 62.39 Plus residual entitlement to be carried forward (US$64.00- US$62.39) US$ 1.61 Plus balance of maximum dividend availableto be paid in cash

(US$104 -US$64 ) US$ 40.00

Maximum dividendavailable US$ 104.00

In addition to the 6 new shares, you will receive a cash balanceof US$40.00 and US$1.61 will be carried forward in
United States dollars (without interest) to your next dividend. The cash balance will be paid to you in the currency
indicated in the Dividend Notification email or in box 4 on the Form of Election,unless you give instructions to the
contrary by indicating the currency/currencies you wishto receive in the boxes in sections B (ii) to B (iv) of a printedForm of Election or, ifgiving an Electronic Instruction, in the relevant boxes in the Registrars'
Investor Centre. An example of how Section B of a printed Form of Election might be completed is given on page 6.

SectionB Complete this section with the relevant numbers of shares if you wish to receive your dividend in cash in a combination of the available currencies or in a combination of cash and new shares
I/Wewishtoreceivemy/ourdividendinsharesand/orincash,basedonthenumberof
ordinarysharesshowninbox1above,asfollows:
inshares (i) NumberofsharesonwhichIwishtoreceivenewshares		600	shares
incash (ii) NumberofsharesonwhichIwishtoreceivecashinsterling	GBP	134	shares
(iii) NumberofsharesonwhichIwishtoreceivecashinUSdollars	USD	133	shares
(iv) NumberofsharesonwhichIwishtoreceivecashinHongKongdollars	HKD	133	shares
*Totalnumberofexistingshares***(thesumof(i)to(iv))		1000	shares
*Totalnumberofexistingshares***(thesumof(i)to(iv))			shares

If you wish to receive a specificnumber of new shares, you may calculate the number of existing shares on which
you need to elect as follows:

Number of new shares you wish to receive x Market Value	=	Number of shares on which to elect to receive new shares
Cash dividend of US$0.10 per share		(rounded up to the nearest whole number)

4. Payment of residual dividend entitlements

Residual dividend entitlements will be payable in cash (without interest) if, at any time, you:

• dispose of your entire holding; or

• receive the full cash dividend on the whole of your holding; or

• revoke your standing instructions to receive scrip dividends; or

• so request in writing to the appropriate Registrars.

5. How to participate in the Scheme

(a) If you have already given standing instructions to receive new shares under the Scheme, you will have been sent an Entitlement Advice. You need take nofurther action unless you wish to revoke
your standing instructions or to elect to receive a smallernumber of new shares. If you do not revoke
your standing instructions by 26 June 2014, you will receive the number of new shares shown in box
4 on the Entitlement Advice.

If you do not wish to receive new shares, a letter revoking the standing instructions to receive scrip
dividends must be received by the Registrars at the appropriate address given on the Entitlement Advice,
or an Electronic Instruction must be received, by close of business on 26 June 2014. A cash dividend
will then be paid on your entire holdingin the currency shown in box 6 on the Entitlement Advice. If,
however, you wish to receive new shares in respect of only part of this dividend, or if you wish to receive
any dividend payable to you in cash in a currency/currencies other than that shown in box 6 on the
Entitlement Advice, please also ask the Registrars for a Form of Electionin time to return it to them, or
give an Electronic Instruction, by close of business on 26 June 2014. In any event, if you revoke your
standing instructions you will receive, for any future dividends to which the Scheme applies, a printed
Form of Electionand/or Dividend Notification email and, if you register with the Registrars' Investor
Centre, you will be able to give an Electronic Instruction.

(b) If you have not previously given standinginstructions to receive new shares under the Scheme
and you wish to receive new shares in lieu of a cash dividendon this occasion only, an election
to participate in the Schememust be made on a printed Form of Election or by giving an Electronic
Instruction through the Registrars' Investor Centre, each of which shouldbe completed after reading this
letter. If you wish to elect to receive the maximum entitlement to new shares for this dividend, you may do so by inserting an 'X' in the box in SectionA (i) of a printed Form of Election or by electing for new shares when giving an Electronic Instruction. If you wish to elect to receive a
smaller number of shares than the maximum entitlement, you should completeSection B of the printed
Form or make the appropriate electionwhen giving an Electronic Instruction. To be valid in respect of the
dividend payableon 10 July 2014, a printed Form of Election must be completedcorrectly, signedand
received by the Registrars

(a) at the address given on page 2 of the Form, or an Electronic Instruction must be received, by close of
businesson 26 June 2014.

(c) If you have not previously given standing instructions to receive new shares under the Scheme and you wish to receive the maximum entitlement to new shares automatically for this and for
subsequent dividends to which the Scheme applies, you may do so by inserting an 'X' in the box in Section A (ii) of a printed Form of Election or by making the appropriate election when giving an Electronic Instruction.
To be valid in respect of the dividend payable on 10 July 2014 a Form of Electionmust be completed correctly,
signed and received by the Registrars at the address given on page 2 of the Form, or an ElectronicInstruction
must be received, by close of business on 26 June 2014.

Completing Section A (ii) of the printed Form or making the appropriate electionwhen giving an Electronic
Instruction will ensurethat you receive your maximum entitlement to new shares offered in lieu of the first
interimdividend for 2014 payableon 10 July 2014 and for subsequent dividends. Your standinginstructions may
be revoked by giving signednotice in writing to the appropriate Registrars or by giving an Electronic
Instruction on or beforethe final date for receipt of printed Forms of Election or Electronic Instructions in
respect of that dividend. Your standinginstructions will lapse automatically if at any time you cease to hold any ordinary shares.

ON THE ASSUMPTION THAT NO RESIDUAL DIVIDEND ENTITLEMENT IS BROUGHT FORWARD,
SHAREHOLDERS WITH A HOLDING AS AT THE RECORD DATE OF FEWER THAN 104 ORDINARY
SHARES WHO HAVE GIVEN STANDING INSTRUCTIONS TO RECEIVE SCRIP DIVIDENDS, AND
SHAREHOLDERS WHO GIVE AN ELECTION TO RECEIVE SCRIP DIVIDENDS ON FEWER THAN
104 ORDINARY SHARES, WILL NOT RECEIVEANY NEW SHARES ON THIS OCCASION AND WILL
HAVE THEIR DIVIDEND ENTITLEMENT RELATING TO THOSE SHARES CARRIED FORWARD IN UNITED STATES DOLLARS (WITHOUT INTEREST) AS DESCRIBED ON PAGE 2.

6. Overseas shareholders

No person receiving a copy of this document,a Form of Electionor a DividendNotification email in any jurisdiction outside the United Kingdom ('UK') or Hong Kong may treat the same as offering a right to elect to receive new shares unless such offer could lawfullybe made to such person without
the Company being required to comply with any governmental or regulatory procedures or any similar formalities.
It is the responsibility of any person outside the UK and Hong Kong who wishes to receive new shares under the
Scheme to comply with the laws of the relevant jurisdiction(s), including the obtaining of any governmental
or other consents and compliance with all other formalities. It is also the responsibility of any person who
receives new shares in lieu of a cash dividendto comply with any restrictions on the resale of the shares which
may apply outside the UK and Hong Kong. For example, shareholders in Ontario who have new shares allotted to
them under the Scheme must ensure that the first trade of their new shares is executed on a stock exchange outside Canada.

7. Issue of share certificates and listing of new shares

Application will be made to the UK Listing Authority and to the London Stock Exchange for the new shares to be
admitted to the Official List and to trading respectively, to the Stock Exchange of Hong Kong for listing of, and
permission to deal in, the new shares, and to the New York, Paris andBermuda stock exchangesfor listing of the
new shares.

Existing ordinary shares on the Principal Register may be held either in certificated form, or in uncertificated form
through CREST. Where a shareholder has holdings of ordinary shares in both certificated and uncertificated form,
each holding will be treated separately for the purpose of calculating entitlements to new shares.

Definitive share certificates for the new shares issued under the Scheme in respect of holdings in certificated form
are expected to be mailed to shareholders entitled thereto at their risk on or about 10 July 2014, at the same time as warrants in respect of the cash dividend are mailed. New shares issued under the Scheme in respect of
holdings of shares which are in uncertificated form will also be issued in uncertificated form. The Company will
arrange for the relevant shareholders' stock accounts in CREST to be credited with the appropriate numbers of new
shares on 10 July 2014.

Dealings in the new shares in London, Hong Kong, Paris and Bermuda, and in the American Depositary Shares in
New York are expected to begin on 10 July 2014.

8. If you have sold or transferred your shares

If you sold or transferred all or some of your ordinary shares on or before 20 May 2014 (the date on which the
shares eligible for the first interim dividend for 2014 were last quoted cum-dividend on the London, Hong
Kong, Paris and Bermuda stock exchanges), but those shares are nevertheless included in the number shown in
box 1 on your Form of Election,Entitlement Advice or Dividend Notification email, you should, without delay,
consult the stockbroker or other agent through whom the sale or transfer was effected for advice on the action you
should take.

9. General

If all shareholders were to elect to take up their entitlements to new shares under the Scheme in respect of the first
interim dividend for 2014, approximately 183,402,565 new shares would be issued, representing an increase of
0.96 per cent in the issued ordinary share capital of the Company as at 28 May 2014.

The total cost of the first interim dividend for 2014, ignoring any elections for the scrip alternative, is approximately
US$1,907 million. The applicable tax credit is the sterling equivalent of approximately US$212 million.

Whether or not it is to your advantage to elect to receive new shares in lieu of a cash dividend or to elect to receivepayment in United States dollars,sterling or Hong Kong dollars is a matter for individual decision by each shareholder. HSBC cannot acceptany responsibility for your decision. The effect on the tax positionof any shareholder will depend on that shareholder's particular circumstances. If you are in any doubt as to what to do, you should consult your professional advisers.

No acknowledgement of receipt of a printed Form of Electionwill be issued.

10. Tax return

To assist shareholders who receive a scrip dividend,we will send a Notional Tax Voucher which may be needed for tax
returns. This will contain the followingparticulars:

• number of ordinary shares held by you at close of business on the record date being 22 May 2014 on the Hong Kong
Overseas Branch Register and 23 May 2014 on the Principal Register or the Bermuda Overseas Branch Register;

• number of new shares allotted;

• total dividend payable;

• residual dividend entitlement (if any) brought forward from previous dividend;

• residual dividend entitlement (if any) carried forward to the next dividend;

• cash equivalent of the new shares allotted; and

• amount of UK income tax treated as paid on the new shares.

11.Taxation

The precisetax consequences for a shareholder receiving a cash dividend or electing to receive new shares in lieu of a cash dividend will depend upon the shareholder's own individual circumstances. The followingis a general outline of the tax consequences in the UK and overseas, based on current law and practice.This outline assumesthat a holder of AmericanDepository Shares ("ADSs")is the beneficial owner of the underlying ordinary shares for UK directtax purposes. Based on published
guidance by Her Majesty'sRevenue and Customs it is expected that holders of ADSs should be treated as
such by Her Majesty'sRevenue and Customs. However, the guidance is not considered in any detail in this
outline and holders of ADSs shouldconsult their own professional advisors.

No tax is currently withheld from dividends paid by the Company. Such dividends carry a tax credit equal to one-ninthof the dividend.

(i) Cash dividends

UK resident individuals

Individual shareholders, who are resident in the UK for tax purposes, will generally be subject to income tax on the
aggregate amount of the dividend and associated tax credit. For example, on a cash dividend of US$90 an individual
would be treated as having received dividend income equal to the sterling equivalent of both the US$90 dividend
received and the associated tax credit of US$10 and as having paid income tax equal to the sterling equivalent of
US$10 (the associated tax credit).

Individual shareholders who are liable to income tax at the basic rate only will have no further tax to pay, as the tax
liability will be fully extinguished by the associated tax credit.

Individual shareholders who are not liable to income tax are not able to recover the tax credit.
Individual shareholders subject to income tax at the higher rate of 40 per cent or the additional rate of 45 per cent
will be liable to tax at the dividend upper rate of 32.5 per cent or the dividend additional rate of 37.5 per cent
respectively on the aggregate of the dividend and the associated tax credit. For example, if a higher rate or additional
rate tax payer were to receive a dividendof US$90, he/she would for income tax purposes be treated as receiving
dividend income equal to the sterling equivalent of both the US$90 dividend received and the associated tax credit
of US$10. The related tax liability would be the sterling equivalent of US$32.50 (for a higher rate tax payer) or
US$37.50 (for an additional rate tax payer). However, the associated tax credit equal to the sterling equivalent of
US$10 would be set against the tax liability, leaving the individual with net tax to pay of the sterling equivalent of
US$22.50 or US$27.50 respectively.

UK resident trustees
Trustees of discretionary trusts, which are usually liable to pay income tax at the rate of 45 per cent, may be
required to account for additional tax on UK dividend income at 37.5 per cent of the aggregate amount of
dividend received and the associated tax credit, against which the effective 10 per cent tax credit may be offset.

UK resident companies
Corporate shareholders (other than certain insurance companies and companies which hold shares on trading
account) are not liable to corporation tax or income tax in respect of dividends received from the Company.

UK resident gross funds/charities
There is no entitlement, for either a gross fund or charity,to a tax credit and consequently no claim to recover
the tax credit will be possible.

US resident shareholders
The summary information on US federal income tax does not purport to be a comprehensive description of all
the tax considerations that may be relevant to a holder of shares and must not be used for the purpose of avoiding
US federal tax penalties.
Shareholders who are subject to US federal income taxation on a net income basis must includecash dividends in
income on the date that such holder or the depository holder of the ADSs receives them.
Subject to certain exceptions for positions that are held for less than 61 days or are hedged, and subject to a foreign corporation being considered a 'qualified foreign corporation' (which includes not being
classified for US federal income tax purposesas a passive foreign investment company),certain dividends
('qualified dividends') received by an individual US shareholder generally will be subject to US taxation at a
maximumrate of up to 20 per cent. Based on the Company's audited financial statements and relevant market
and shareholder data, HSBC does not anticipate being classified as a passive foreign investment company.
Accordingly, dividends paid on the shares or ADSs generally should be treated as qualified dividends.

Distributions made on shares or ADSs and proceeds from the sale of shares or ADSs that are paid within the US,
or through certain financial intermediaries to US shareholders, are subject to information reporting and may be
subject to a US 'backup'withholding tax unless, in general, the US shareholder complies with certain certification
procedures or is a corporation or other person exempt from such withholding tax.

Generally, US residents will not be subject to any UK taxation in respect of UK dividend income nor will
they be able to recover the associated tax credit.

Other non-UK residents
Generally, nonUK residents will not be subject to any UK taxation in respect of UK dividend income nor will
they be able to recover the associated tax credit.
NonUK resident shareholders may be subject to tax on UK dividend income under any law to which that person is
subject outside the UK. Non-UK resident shareholders should consult their own tax advisers with regard
to their liability to taxation in respect of the cash dividend.

There are special rules which apply to non-UK residentdiscretionary trusts in receipt of UK dividends. (ii)Scrip dividends
UK resident individuals
The tax consequences of electing to receive new shares in lieu of a dividend are similar to those of receiving
cash dividends. Individual shareholders who elect to receive new shares in lieu of a cash dividendwill be treated
as having received income of an amount which, when reduced by income tax at 10 per cent, is equal to the 'cash
equivalent' which would have been received had they not elected to receive new shares. For example if a
shareholder elected to receive new shares in lieu of a US$90 cash dividend,they would for UK tax purposes be
treated as receiving income of US$100 and as having paid tax equivalent to US$10.

Individual shareholders who are liable to income tax at the basic rate only will have no further tax to pay.
Individual shareholders liable to tax at the higher rate of 40 per cent or the additional rate of 45 per cent will be
liable to pay additional tax at the rate of 22.5 per cent or 27.5 per cent respectively of the aggregate of the cash
equivalent and associated tax credit (which equates to the sterling equivalent of US$22.50 or US$27.50
respectively in the example above).

For income tax purposes, Her Majesty's Revenue and Customs will substitute the market value of the shares on
the first day they are dealt in on the London Stock Exchange for the 'cash equivalent' if the difference between
the cash dividend and the market value equals or exceeds 15 per cent of the market value.
For capital gains tax purposes the new shares will be treated as a separate holding.The base cost of these shares
will equal the 'cash equivalent'. If the difference between the cash dividend and the market value equals or
exceeds 15 per cent of the market value on the first day that the shares are dealt in on the London Stock
Exchange, then the base cost will be the market value.

UK resident trustees
Trustees of discretionary trusts, which are liable to account for income tax on the income of the trust will be
treated as having received gross income equal to the 'cash equivalent' as described above. Any tax liability will
be calculated in line with the cash dividend treatment described above (tax at a rate of 37.5 per cent being
partiallyoffset by the effective 10 per cent tax credit).

UK resident companies
Corporate shareholders will not be liable to corporation tax on the receipt of new shares. For capital gains tax
purposes the base cost of these shares will be nil.

UK resident gross funds/charities
There is no entitlement, for either a gross fund or charity,to a tax credit and consequently no claim to recover
the tax credit will be possible.

US resident shareholders
The summary information on US federal income tax does not purport to be a comprehensive description of all
the tax considerations that may be relevant to a holder of shares and must not be used for the purpose of avoiding
US federal tax penalties.

Shareholders who are subject to US federal income taxation on a net income basis and who elect to receive new
shares in lieu of a cash dividend must include in income the fair market value of such shares on the dividend
payment date, and the tax basis of those shares will equal such fair market value.
Subject to certain exceptions for positions that are held for less than 61 days or are hedged, and subject to a
foreigncorporation being considered a 'qualifiedforeign corporation' (which includes not being classified for US
federal income tax purposes as a passive foreign investmentcompany), certain dividends ('qualified dividends')
received by an individual US shareholder generally will be subject to US taxation at a maximum rate of up to 20
per cent. Based on the Company's audited financial statements and relevant market and shareholder data, HSBC
does not anticipate being classified as a passive foreign investmentcompany. Accordingly, dividends paid on the
shares or ADSs generally should be treated as qualified dividends.

Generally, US residents will not be subject to any UK taxation in respect of UK dividend income nor will they be
able to recover the associated tax credit.

Other non-UK residents

Individual shareholders will be treated for UK tax purposes as having received income of an amount which, when
reduced by income tax at 10 per cent, is equal to the 'cash equivalent' which would have been received had they not elected to receive new shares. No UK tax assessmentwill be made on such
individuals, but the tax credit cannot be recovered.

However, a non-UK resident shareholder may be subject to tax on the new shares received under any law
to which that person is subject outside the UK. Non-UK resident shareholders should consult their own tax advisers with regard to their liability to taxation inrespect of the new shares.

Residual dividend entitlement

A UK resident shareholder will not be subject to UK tax on any amount carried forward as a residual dividend entitlement until either a new share or cash is received.The tax treatment of the new share will be the
same as that of any other new ordinary share issued at the same time as a scrip dividend.Any payment in cash will
be taxed as a cash dividend.

A non - resident shareholder may be subject to tax on any amount carried forward as a residual dividend entitlement under any law to which that person is subject outside the UK. Non-UK resident shareholders should consult their own tax advisers with regard to their liability to
taxation in respect of the residual dividend entitlement.

Timetable of events

Ordinary shares quoted ex-dividend in London, Hong Kong, Paris and Bermuda	21 May 2014
American Depositary Shares quoted ex-dividend in New York	21 May 2014
Record date for the first interim dividend for 2014 for holders on the Hong Kong Overseas Branch Register	22 May 2014
Record date for the first interim dividend for 2014 for holders on the Principal Register or the Bermuda Overseas Branch Register	23 May 2014
FINAL DATE FOR RECEIPT BY REGISTRARS OF FORMS OF ELECTION, REVOCATIONS OF STANDING INSTRUCTIONS FOR SCRIP DIVIDENDS AND ELECTRONIC INSTRUCTIONS	26 June 2014
Exchange rate determined for payment of dividends in sterling and Hong Kong dollars	30 June 2014
Payment date - dividend warrants mailed; new share certificates or Bermuda Overseas Branch Register Transaction Advices and Notional Tax Vouchers mailed; and shares credited to stock accounts in CREST	10 July 2014
Expected first day of dealings in new shares in London, Hong Kong, Paris and Bermuda; and in American Depositary Shares in New York	10 July 2014

Shareholders may at any time choose to receive corporate communications in printed form or to receive notifications
of their availability on HSBC's website. To receive future notifications of the availability of a corporate communication on HSBC's websiteby email, or revokeor amend an instruction to receivesuch notifications by email, go to www.hsbc.com/ecomms. If you provide an email address to receive
electronic communicationsfrom HSBC we will also send notifications of your dividend entitlements by email.
If you received a notification of the availability of this document on HSBC's website and would like to receive a
printed copy of it, or if you would like to receivefuture corporate communications in printed form, please write
or send an email (quoting your shareholder reference number) to the appropriate Registrars at the address given
below. Printed copies will be provided without charge.

Further copies of this letter, replacementForms of Election and a Chinese translation of this and future documentsmay be obtained from the Registrars.

Principal Register Hong Kong Overseas Branch Register

Computershare Investor Services PLC Computershare Hong Kong Investor Services Limited The Pavilions Rooms 1712-1716, 17th Floor

Bridgwater Road Hopewell Centre

Bristol 183 Queen's Road East

BS99 6ZZ Hong Kong SAR

United Kingdom Telephone: 2862 8555

Telephone: (44) 870 702 0137 Email: hsbc.ecom@computershare.com.hk Email via website: Investor Centre: www.investorcentre.co.uk/contactus www.investorcentre.com/hk

Investor Centre: www.investorcentre.co.uk

Bermuda Overseas Branch Register US Shareholder helpline

Investor RelationsTeam Telephone: 1 866 299 4242 HSBC Bank Bermuda Limited

6 Front Street

Hamilton HM 11 Bermuda Telephone: 299 6737

Email: hbbm.shareholder.services@hsbc.bm Investor Centre: www.investorcentre.com/bm

Persons whose shares are held on their behalf by another person may have been nominated to receive communications
from HSBC pursuant to section 146 of the UK Companies Act 2006 ("nominated persons"). The main point of contact
for nominated persons remains the registered shareholder (for example your stockbroker, investment manager, custodian
or other person who manages the investment on your behalf). Any changes or queries relating to nominated persons'
personal details and holding (including any administration thereof) must continue to be directed to the registered
shareholder and not HSBC's Registrars. The only exception is where HSBC, in exercising one of its powers under the
UK Companies Act 2006, writes to nominated persons directly for a response.

Within this document the Hong Kong Special Administrative Region of the People's Republic of China has been referred to
as 'Hong Kong'.

The Directorsof HSBC Holdingsplc are DouglasFlint, Stuart Gulliver, KathleenCasey†, Safra Catz†, Laura Cha†,
Marvin Cheung†, Sir JonathanEvans†, Joachim Faber†, Rona Fairhead†, Renato Fassbind†, Sam Laidlaw†, John Lipsky†,
Rachel Lomax†, Iain Mackay, Marc Moses, Sir Simon Robertson† and JonathanSymonds† .